Terms & Conditions – Calicx LLC (Complete Version)

Effective Date: August 30, 2025
Last Updated: August 30, 2025
Version: 2.1

These Terms & Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Customer," "you") and Calicx LLC ("Calicx," "Company," "we," "our," or "us") governing your access to and use of all Calicx platforms, products, services, and websites, including but not limited to:

Cloud computing & infrastructure services
Artificial Intelligence (AI) and machine learning solutions
Software & application development services
IT consulting, staffing, and recruiting services
Logistics & transportation platforms
Marketplaces and e-commerce platforms (Hotel Mart)
Any other digital, professional, or business services

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE USE IMMEDIATELY.

1. Contact Information

Calicx LLC - Legal Department
📧 info@calicx.com
📞 +1 (862) 701-4830
📍 30 N Gould St # 50057, Sheridan, WY 82801

Registered Office:
📍 30 N Gould St # 50057, Sheridan, WY 82801

Dispute Resolution Contact:
📧 info@calicx.com
📞 +1 (862) 701-4830

Business Hours: Monday-Friday, 9:00 AM - 6:00 PM PST
Emergency Technical Support: Available 24/7 via info@calicx.com

2. Definitions

"Services" means all products, platforms, software, and professional services provided by Calicx
"Platform" refers to Calicx's digital infrastructure, websites, and applications
"User Data" means all data, content, and information provided by users
"Confidential Information" includes proprietary business information, trade secrets, and non-public data
"Intellectual Property" encompasses patents, copyrights, trademarks, trade secrets, and proprietary technology
"Force Majeure" includes acts of God, natural disasters, government actions, and other events beyond reasonable control

3. Eligibility and Account Requirements

3.1 Age and Legal Capacity

Users must be at least 18 years old or the legal age of majority in their jurisdiction
Minors may access services only with parental or guardian consent and supervision
Users must have legal capacity to enter into binding agreements

3.2 Professional Licensing and Compliance

Certain services require:

Professional licenses or certifications (IT consulting, recruiting)
Regulatory compliance (FMCSA for logistics, EEOC for staffing)
Industry-specific qualifications and background checks
Insurance coverage as specified in service agreements

3.3 Geographic Restrictions

Services may not be available in all jurisdictions
Users are responsible for compliance with local laws and regulations
Export control and sanctions compliance required for international users
Some services may be restricted based on geographic location

4. Account Registration and Security

4.1 Registration Requirements

Users must:

Provide accurate, complete, and current information
Verify email address and phone number
Submit required documentation for identity verification
Accept additional terms for specific services

4.2 Account Security

Users are responsible for:

Maintaining confidentiality of login credentials
Implementing strong passwords and multi-factor authentication
Monitoring account activity and unauthorized access
Immediately notifying Calicx of security breaches or suspicious activity

4.3 Account Verification

Calicx may require:

Identity verification documents
Business registration and tax identification
Professional licenses and certifications
Background checks for certain services
Financial verification for enterprise accounts

5. Acceptable Use Policy

5.1 Prohibited Activities

Users agree not to:

Use services for unlawful, harmful, fraudulent, or malicious purposes
Violate any applicable laws, regulations, or third-party rights
Attempt to hack, reverse-engineer, or compromise platform security
Distribute malware, viruses, or malicious code
Engage in harassment, discrimination, or abusive behavior
Misrepresent identity, credentials, or qualifications
Interfere with other users' access to or use of services

5.2 Data and Content Restrictions

Users must not:

Upload unlawful, copyrighted, or proprietary third-party content without authorization
Submit false, misleading, or defamatory information
Share confidential or sensitive information without proper authorization
Use automated tools for unauthorized data scraping or extraction
Attempt to overwhelm or compromise system resources

5.3 AI and Machine Learning Restrictions

Users must not:

Use AI services to generate harmful, illegal, or inappropriate content
Attempt to extract, reverse-engineer, or replicate AI models
Use outputs for training competing AI systems without permission
Submit biased or discriminatory training data
Use AI services to create deepfakes or misleading content

5.4 Compliance Obligations

Users must:

Comply with all applicable data privacy laws (GDPR, CCPA, etc.)
Obtain necessary consents for data processing
Implement appropriate security measures for sensitive data
Report suspected violations or security incidents
Maintain professional standards in business interactions

6. Service-Specific Terms

6.1 Cloud Computing & Infrastructure Services

Service Level Agreements (SLAs):

99.9% uptime guarantee for standard services
99.99% uptime guarantee for premium enterprise services
Maximum 4-hour response time for critical issues
Maximum 24-hour response time for standard support requests

Performance and Limitations:

Resource usage limits based on service tier
Data transfer and storage limitations
Geographic availability and redundancy options
Backup and disaster recovery service levels

Customer Responsibilities:

Proper configuration and security of applications
Regular backup of critical data
Compliance with usage policies and limitations
Timely payment of service fees

6.2 Artificial Intelligence and Machine Learning Services

Model Usage and Limitations:

AI outputs are provided "as-is" without warranties
Models may produce inaccurate, biased, or inappropriate results
Users are responsible for validating and testing AI outputs
Commercial use restrictions may apply to certain models

Data Processing and Training:

User data may be used to improve AI models (unless opted out)
Confidential data will be handled according to privacy agreements
Users retain ownership of their input data
Model training data may be retained for service improvement

Prohibited AI Applications:

Creating content that violates laws or platform policies
Developing weapons, surveillance, or harmful applications
Generating misleading or deceptive content
Violating privacy rights or creating unauthorized profiles

6.3 Software Development and IT Consulting

Project Scope and Deliverables:

Detailed statements of work for custom development projects
Milestone-based delivery and payment schedules
Change request procedures and additional fee structures
Intellectual property ownership and licensing agreements

Professional Standards:

Industry best practices and coding standards
Security and performance testing requirements
Documentation and knowledge transfer obligations
Post-deployment support and maintenance terms

6.4 Recruiting and Staffing Services

Service Guarantees and Limitations:

Calicx acts as a facilitator, not an employer or guarantor
No guarantee of employment placement or hiring success
Replacement guarantees for certain service tiers
Background check and verification services available

Legal Compliance Requirements:

EEOC and anti-discrimination law compliance
GDPR and privacy law compliance for candidate data
Background check and drug testing authorization
I-9 employment eligibility verification

Candidate and Employer Obligations:

Truthful representation of qualifications and requirements
Consent to data processing for recruitment purposes
Compliance with employment laws and regulations
Payment of applicable fees and commissions

6.5 Logistics and Transportation Platforms

Regulatory Compliance:

FMCSA, DOT, and transportation regulation compliance
Carrier authority and insurance requirements
Driver qualification and hours-of-service compliance
Hazmat and specialized cargo handling requirements

Technology Platform Terms:

Real-time tracking and communication tools
Load matching and bidding platform access
Payment processing and settlement services
Performance monitoring and rating systems

Liability and Insurance:

Calicx is a technology provider, not a freight carrier
Users responsible for cargo insurance and liability
Equipment and operational insurance requirements
Incident reporting and claims processing procedures

6.6 Marketplace and E-commerce Platforms

Seller and Buyer Obligations:

Accurate product descriptions and pricing
Timely fulfillment and shipping requirements
Customer service and return policy compliance
Payment processing and tax collection responsibilities

Platform Fees and Commissions:

Transaction fees based on service tier
Payment processing and currency conversion fees
Promotional and advertising fee structures
Refund and chargeback handling procedures

7. Financial Terms and Payment

7.1 Pricing and Fees

Service fees are specified in service agreements or platform pricing
Prices may vary based on usage, service tier, and geographic location
Enterprise and volume discounts available upon request
All fees are exclusive of applicable taxes unless otherwise stated

7.2 Payment Terms

Payment due within 30 days of invoice date unless otherwise specified
Automatic payment methods preferred for recurring services
Late payment penalty of 1.5% per month or maximum allowed by law
Currency conversions at prevailing exchange rates plus 2.5% fee

7.3 Billing and Invoicing

Monthly billing cycles for subscription services
Usage-based billing calculated and invoiced monthly in arrears
Detailed invoices provided via electronic delivery
Billing disputes must be raised within 30 days of invoice date

7.4 Taxes and Regulatory Fees

Users responsible for all applicable taxes
Sales tax collected based on billing address jurisdiction
International users may be subject to VAT or other local taxes
Regulatory and compliance fees may apply to certain services

7.5 Refunds and Cancellations

Subscription services may be cancelled with 30 days written notice
Partial refunds available for unused subscription periods
Custom development projects subject to milestone-based refund policies
No refunds for one-time services after delivery and acceptance

8. Intellectual Property Rights

8.1 Calicx Intellectual Property

Calicx owns and retains all rights, title, and interest in:

All software, platforms, and proprietary technology
AI models, algorithms, and machine learning systems
Trademarks, service marks, logos, and brand elements
Documentation, training materials, and methodologies
Improvements and derivative works created during service delivery

8.2 User Data and Content

Users retain ownership of their data and content, but grant Calicx:

Non-exclusive license to use data to provide services
Right to process and store data according to privacy policies
Permission to create aggregated, anonymized insights
License to use feedback and suggestions for service improvement

8.3 License to Use Services

Calicx grants users a limited, non-exclusive, non-transferable license to:

Access and use services according to these terms
Use outputs generated by AI and software services
Integrate with Calicx APIs and platforms as authorized
Use documentation and support materials for permitted purposes

8.4 Intellectual Property Infringement

Users represent and warrant that their use of services will not infringe third-party rights:

Copyright, patent, trademark, or trade secret rights
Privacy, publicity, or moral rights
Contractual or confidentiality obligations
Any other intellectual property or proprietary rights

8.5 DMCA and Takedown Procedures

Calicx complies with the Digital Millennium Copyright Act (DMCA):

Copyright infringement claims should be sent to dmca@calicx.com
Include all required DMCA notice elements
Counter-notifications accepted according to DMCA procedures
Repeat infringers may have accounts terminated

9. Privacy and Data Protection

9.1 Privacy Policy Integration

Your use of Calicx services is governed by our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy describes how we collect, use, share, and protect your personal information.

Additionally, our Cookie Policy provides detailed information on how we use cookies and other tracking technologies.

9.2 Data Processing Compliance

Users must comply with all applicable data privacy laws, including:

General Data Protection Regulation (GDPR)
California Consumer Privacy Act (CCPA/CPRA)
State privacy laws (Virginia CDPA, Colorado CPA, etc.)
Industry-specific regulations (HIPAA, FERPA, etc.)
International data protection laws

9.3 Data Security Obligations

Users are responsible for:

Implementing appropriate technical and organizational security measures
Obtaining necessary consents for data processing
Providing accurate privacy notices to data subjects
Reporting data breaches according to applicable law
Ensuring lawful basis for all data processing activities

9.4 Cross-Border Data Transfers

Users acknowledge that data may be transferred internationally and consent to such transfers in accordance with applicable law and our Privacy Policy.

10. Third-Party Services and Integrations

10.1 Third-Party Providers

Calicx platforms may integrate with third-party services including:

Cloud infrastructure providers (AWS, Microsoft Azure, Google Cloud)
Payment processors and financial institutions
Analytics and monitoring services
Communication and collaboration tools
API and software integration partners

10.2 Third-Party Terms

Users may be subject to additional terms of service from third-party providers. Calicx is not responsible for third-party terms, policies, or actions.

10.3 Third-Party Liability

Calicx disclaims liability for:

Third-party service availability or performance
Data security or privacy practices of third parties
Third-party compliance with applicable laws
Any damages arising from third-party services or integrations

11. Service Availability and Performance

11.1 Service Availability

Standard services: 99.9% uptime (excluding scheduled maintenance)
Premium services: 99.99% uptime with enhanced redundancy
Scheduled maintenance windows: Weekends between 12 AM - 6 AM PST
Emergency maintenance: As required with advance notice when possible

11.2 Performance Standards

Cloud services: Response times according to service tier specifications
Support services: Response times based on issue severity and service level
AI services: Processing times vary based on model complexity and usage
Custom development: Performance standards specified in project agreements

11.3 Service Credits

For failure to meet SLA commitments:

99.0-99.9% uptime: 10% monthly service credit
95.0-99.0% uptime: 25% monthly service credit
Below 95.0% uptime: 50% monthly service credit
Service credits are the exclusive remedy for SLA failures

12. Limitation of Liability and Disclaimers

12.1 Service Warranties

CALICX PROVIDES ALL SERVICES "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT
CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALICX'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED:

For subscription services: The amount paid by user in the 12 months preceding the claim
For one-time services: The amount paid for the specific service giving rise to the claim
In no event shall total liability exceed $100,000 USD

12.3 Exclusion of Consequential Damages

CALICX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
LOSS OF DATA OR COST OF SUBSTITUTE SERVICES
BUSINESS INTERRUPTION OR OPERATIONAL DELAYS
LOSS OF GOODWILL OR REPUTATION
THIRD-PARTY CLAIMS OR REGULATORY PENALTIES

12.4 AI and Machine Learning Disclaimers

Users acknowledge that:

AI outputs may be inaccurate, biased, or inappropriate
Machine learning models are probabilistic and may produce unexpected results
AI services are not suitable for life-critical or safety-critical applications
Users are solely responsible for validating and testing AI outputs
Calicx makes no warranties regarding AI accuracy or performance

12.5 Force Majeure

Calicx is not liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:

Natural disasters, pandemics, or government actions
Internet outages, telecommunications failures, or infrastructure problems
Labor disputes, strikes, or supply chain disruptions
Cyber attacks, security breaches, or system compromises
Third-party service failures or legal restrictions

13. Indemnification

13.1 User Indemnification

Users agree to indemnify, defend, and hold harmless Calicx and its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or relating to:

User's breach of these Terms or violation of applicable law
User's use of services or misuse of platform capabilities
Infringement of third-party intellectual property or proprietary rights
User's data, content, or information provided to Calicx
Claims by third parties against Calicx related to user's actions

13.2 Calicx Indemnification

Calicx will indemnify users against third-party claims that Calicx services directly infringe valid patents, copyrights, or trademarks, provided:

User promptly notifies Calicx of the claim
Calicx has sole control of defense and settlement
User provides reasonable cooperation and assistance
Claim does not arise from user modifications or combinations with third-party services

14. Termination and Suspension

14.1 Termination by User

Users may terminate their account and these Terms:

At any time with 30 days written notice for subscription services
Immediately for one-time or project-based services after completion
By following platform-specific account closure procedures
Subject to payment of all outstanding fees and charges

14.2 Termination by Calicx

Calicx may suspend or terminate user accounts immediately for:

Material breach of these Terms or acceptable use policies
Failure to pay fees when due (after 10-day cure period)
Violation of applicable laws or regulatory requirements
Activities that pose security risks or harm to other users
Misrepresentation of identity, credentials, or qualifications

14.3 Effect of Termination

Upon termination:

User's right to access and use services immediately ceases
Outstanding fees become immediately due and payable
User data may be retained according to privacy policy and legal requirements
Confidentiality, limitation of liability, and indemnification provisions survive
Each party returns or destroys confidential information (unless legally required to retain)

14.4 Data Retention and Deletion

Following account termination:

User data retained for 30 days to allow for reactivation
Backup data may be retained for additional 90 days
Legal and compliance records retained according to applicable law
Anonymized usage data may be retained indefinitely
Users may request expedited data deletion subject to legal requirements

15. Dispute Resolution and Governing Law

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Wyoming.

15.2 Mandatory Arbitration

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CALICX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

All disputes, claims, or controversies arising from or relating to these Terms or the services shall be resolved through binding arbitration rather than in court, except:

Small claims court actions (under $10,000)
Intellectual property infringement claims
Emergency injunctive relief requests
Collection actions for unpaid fees

15.3 Arbitration Procedures

Arbitration shall be conducted according to:

American Arbitration Association (AAA) Commercial Arbitration Rules
Single arbitrator selected according to AAA procedures
Location: Sheridan, Wyoming (or via videoconference by mutual agreement)
Arbitrator's award is final and binding on both parties
Arbitration proceedings are confidential

15.4 Class Action Waiver

YOU AND CALICX AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.5 Arbitration Fees

Calicx will pay AAA filing fees and arbitrator compensation for claims under $25,000
For claims over $25,000, fees allocated according to AAA rules
Each party responsible for their own attorney fees unless awarded by arbitrator
Frivolous claims may result in fee shifting to the claiming party

15.6 Opt-Out Right

You may opt out of this arbitration provision within 30 days of first accepting these Terms by sending written notice to legal@calicx.com with your name, address, and clear statement of opt-out intent.

16. Compliance and Regulatory Requirements

16.1 Export Control and Sanctions

Users must comply with all applicable export control laws and economic sanctions, including:

U.S. Export Administration Regulations (EAR)
International Traffic in Arms Regulations (ITAR)
Office of Foreign Assets Control (OFAC) sanctions
European Union and other international trade restrictions

16.2 Industry-Specific Compliance

Users in regulated industries must ensure compliance with applicable regulations:

Healthcare: HIPAA, FDA regulations, state medical licensing
Financial Services: SOX, PCI DSS, banking regulations
Transportation: FMCSA, DOT, hazmat regulations
Telecommunications: FCC regulations, CALEA compliance

16.3 Accessibility Standards

Calicx strives to make services accessible to users with disabilities in compliance with:

Americans with Disabilities Act (ADA)
Web Content Accessibility Guidelines (WCAG) 2.1 Level AA
Section 508 of the Rehabilitation Act
State and local accessibility requirements

16.4 Professional Licensing

Users providing professional services must maintain:

Current professional licenses and certifications
Professional liability insurance as required
Continuing education and competency requirements
Compliance with professional codes of conduct

17. Modifications and Updates

17.1 Amendment Procedures

Calicx may modify these Terms at any time to reflect:

Changes in applicable laws or regulations
New services, features, or business practices
Enhanced security measures or compliance requirements
Industry best practices and user feedback

17.2 Notice of Changes

Material Changes:

Email notification to registered users 30 days before effective date
Prominent notice on platform for 60 days
Opportunity to review changes and terminate services if disagreed
Option to export data before changes take effect

Non-Material Changes:

Posted on website with updated "Last Modified" date
Change log available for reference
No additional notice required for minor corrections or clarifications

17.3 User Acceptance

Continued use of services after the effective date of modified Terms constitutes acceptance of the changes. Users who do not agree to modified Terms must terminate their use of services.

17.4 Version Control

Previous versions archived and available upon request
Version numbers incremented for tracking purposes
Change summaries provided for transparency
Legal review and approval required for all modifications

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreements, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications.

18.2 Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to be enforceable to the maximum extent permitted by law.

18.3 Waiver

Failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Calicx.

18.4 Assignment

Users may not assign or transfer their rights or obligations under these Terms without Calicx's prior written consent. Calicx may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.5 Survival

The following provisions survive termination of these Terms:

Intellectual property rights and licenses
Confidentiality obligations
Limitation of liability and disclaimers
Indemnification provisions
Dispute resolution and governing law
General provisions

18.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.

18.7 Headings and Interpretation

Section headings are for convenience only and do not affect interpretation. Unless otherwise specified, references to days mean calendar days, and references to dollars mean U.S. dollars.

18.8 Language and Translation

These Terms are written in English. Any translations provided are for convenience only, and the English version controls in case of conflicts.

19. Effective Date and Acknowledgment

These Terms are effective as of the date first set forth above and remain in effect until terminated in accordance with their provisions. By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

For questions about these Terms, please contact our Legal Department at info@calicx.com or +1 (862) 701-4830.

These Terms are effective as of the date listed above and govern your access to and use of our services. By using our services, you acknowledge that you have read and understood these Terms.

Document Version: 2.1
Last Legal Review: August 30, 2025
Next Scheduled Review: February 30, 2026

Quick Reference Links:
[Privacy Policy]
[Service Level Agreements]
[Acceptable Use Policy]
[Data Processing Agreement]
[Contact Legal Team]
[Dispute Resolution]